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ROYAL 


RAIL-ROAD COMMT; 


OFFICERS. 


a AUG 

COPY - lb* 


H. H. BOODY, .PRESIDENT. 

CHARLES WALLER, Jr., - Secretary and Treasurer. 
GUSTAVE LEHLBACH, - - - Chief Engineer. 


DIRECTORS. 

D. A. BOODY,. 

O. D. ASHLEY,. 

WILLIS GAYLORD,. 

JAMES W. ELWELL,. 

LOWELL HOLBROOK,. 

JOSEPH RICHARDSON, .... 

H. W. HOWELL,. 

D. A. HAWKINS,. 


H. R. COOK,.Be • 

B. L. WILLINGHAM,.Al: 

B. W. LAWTON,. 

S. C. MILLET,. Beat ; 


Jfcfo-gork: 

JOHN W. AMERMAN, PRINT 
No. 47 Cedar Street. 

























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13 *f 4- 

































PROSPECTUS. 


The Poet Royal Rail-Road Company are engaged in 
building a rail-road from Port Royal, in the State of South 
Carolina, to Augusta, Georgia, a distance somewhat less 
than one hundred and twenty miles. 

The line is one of comparatively easy construction, pre¬ 
senting no formidable obstacles in the way of rapid comple- 
' tion, or of efficient operation when constructed. It traverses 
I the most populous and productive district of the State, one 
i able to furnish a good and profitable local business, which, 
as experience proves, is the best and most reliable business 
J for improvements of this character. 

OBJECT IN BUILDING THE ROAD. 

One of the principal objects had in view in the construction 
of this road is, to connect the railway system of Middle and 
Upper Georgia, Alabama and Mississippi, and of the regions 
stretching west of the Mississippi; also that of Tennessee, 
Kentucky, &c., with a port on the Atlantic coast possessing 
the advantages of easy access, deep water, ample capacity 
and proper protection from winds and storms, and which 
shall, at the same time, be nearer to the great points of trade 
in the interior than either of the ports at which the trade of 
the country now centres. 

PORT ROYAL HARBOR. 

Port Royal Harbor combines these advantages in a degree 
which no other port on the southern coast does. The entrance 









4 


to the harbor is straight, has a depth of water equal to that 
of New-York Harbor, and the harbor itself affords abundant 
room and good anchorage for the largest commerce. No 
harbor on the coast, with, perhaps, the exception of that of 
Portland, is superior to the harbor of Port Royal. 

One of the great advantages which this port possesses over 
others is, its nearness to shipping points in the West. From 
Cincinnati, Louisville and St. Louis, the distance to Port 
Royal over the Port Royal Rail-Road and its connecting lines, 
either wholly constructed, and in operation, or soon to be 
completed, is considerably less than from these points to New* 
York or Philadelphia; while from Little Rock, Memphis 
and all points on the Mississippi below Cairo, the distance to 
Port Royal is five to eight hundred miles less than to New- 
York, and three to five hundred miles less than to Norfolk— 
an advantage of the greatest importance in estimating the 
cost of railway transportation from these points to tide¬ 
water. 


CONNECTIONS, ETC. 

The Port Royal Rail-Road will connect at Augusta directly 
with the Georgia Rail-Road, forming, with that road and its 
western connections, a continuous through line from Port 
Royal to Memphis, and from Memphis, by way of lines now 
nearly completed, to Little Rock and Fort Smith. Through 
its close connection at Augusta with the Georgia Rail-Road, 
it will also receive a large share of the business of all those 
roads which, at different points, branch off from the latter in 
a southerly or southwesterly direction, and all of which give 
a large and increasing business to the Georgia Road. Par¬ 
ticularly is this true of that vast system of roads which con¬ 
nect with the Georgia Road, at Atlanta, running southwest, 
via West Point, to Montgomery, and thence westerly across 
the States of Mississippi and Louisiana into Texas, and 
destined, within a very short period, to span the continent. 

This line, when completed, will be by far the shortest of 
the Pacific roads, and will traverse through its whole length 




























5 


one of the finest regions, both in soil and climate, upon the 
globe. It must for ever be the avenue of an immense trade, 
and make its seaboard connections upon the Atlantic valu¬ 
able beyond comparison. 

At Augusta, the road of this Company will connect with 
the Augusta and Savannah Rail-Road, the South Carolina 
Rail-Road and the Augusta and Columbia Road, from all of 
which it will receive more or less of business. It will also 
connect at that point with the Augusta and Hartwell Rail- 
Road, a road not yet built, but which has received aid to the 
extent of $15,000 per mile from the State of Georgia at the 
recent session of the legislature, which ensures its speedy 
construction. When built it will give, w T ith the Port Royal 
Road and its other connections, an almost direct air line from 
Port Royal to Cincinnati and Louisville, and invite the trade 
of these cities to the seaboard by the shortest and best route. 

It will be seen from the above, and from a glance at the 
map, that the Port Royal Rail-Road will form the Atlantic 
or main link in through lines of railway extending westerly 
to the Mississippi across the continent, and northwesterly to 
Louisville, Cincinnati and St. Louis. It must, therefore , be¬ 
come the avenue of a very large traffic , sufficient to assure its 
prosperity beyond any reasonable doubt. 

EARNINGS. 

The earnings of the Port Royal Rail-Road can at present 
only be estimated, but a careful estimate of the earnings of the 
road has been made by the President and Superintendent of the 
Georgia Rail-Road Company, and the result reached by these 
experienced and extremely cautious railway officers is, that 
the earnings of this Company’s road will reach $5,000 per 
mile the first year after its completion , and will steadily and 
rapidly increase. In this view we fully concur. Earnings of 
$5,000 per mile are abundant to provide interest on the mort- 
ffaire debt, and leave a handsome surplus. Little doubt can 
be entertained, however, that within a few years the earnings 
of the road will exceed $10,000 per mile. 





G 


PEOGEESS AND CONDITION OF THE EOAD. 

More than half the grade work of the entire line is already 
done. Cross-ties for nearly the whole line are delivered; a 
large part of the timber required for trestles and bridges has 
also been delivered; twenty-five miles of the rails, with the 
fastenings, are on the ground and mostly in the track, and 
more are now being shipped from New-York ; a dock eight 
hundred feet in length by one hundred and fifty in width, 
with large warehouses thereon, is in process of construction 
at the terminus of the road, and will soon be finished. 

The work will be steadily pushed forward, as fast as it can 
be done with due regard to economy and the interests of the 
Company. 

It is intended to have sixty miles of the road completed 
early in 1871, and the whole line ready for business within a 
few months thereafter. 

MEANS AND EESOUECES. 

An amount of means in stock subscriptions and other 
funds has been provided, nearly or quite sufficient to put 
the road in readiness for the rails, a part of which has already 
been expended upon the work. 

To furnish the additional means required for the comple¬ 
tion and equipment of the road, and for the construction of 
docks, buildings and other facilities for the transaction of its 
business, the Company has executed a mortgage or deed of 
trust to the Union Trust Company of New-York, to secure 
an issue of $2,500,000 of bonds. 

These bonds are of the denominations of $1,000, $500 and 
$100 ; they bear date No vember 1,1869 ; have twenty years 
to run; carry seven per cent, interest, payable free of govern¬ 
ment tax, May 1st and November 1st, in each year, in New- 
York or London, at the option of the holder; and loth 
principal and interest are payable in gold coin. They are 
also convertible into stock at the option of the holder. 

These bonds have been prepared and executed, and a por¬ 
tion of them already sold in Europe, upon favorable terms. 
The balance are in the custody of the Trust Company 






7 


Should they be sold faster than the money is required for the 
construction and equipment of the road, the proceeds will be 
deposited with the Trust Company for safe keeping. 

RAILWAY BONDS AS PERMANENT INVESTMENTS. 

The experience of the last ten years, in this country, has 
shown that there are no sounder investments than First Mort¬ 
gage Kailway bonds. Although there is a very large amount 
of this class of securities in existence, there are very few 
which do not pay the promised interest promptly as it falls 
due; and nearly all command a high price in the market. 
The public confidence in railway bonds, as safe and produc¬ 
tive investments, is shown in the large and increasing 
amounts every year absorbed; and in the fact that very few 
of the older bonds can be purchased below par. 

INCREASE OF EARNINGS. 

This confidence of the public in railway bonds arises, 
doubtless, from the fact that all the railways of this country, 
when fairly managed, with scarcely a single exception, show 
from year to year a steady increase of earnings. This results 
partly from the general growth and development of the 
country, and partly from the fact that a rail-road, by its very 
existence, creates along its whole extent a rapid increase of 
population, wealth, and general trade. 

To illustrate this law of growth, we insert the following 
table, showing the annual aggregate earnings of the Chicago 
and North Western Koad, for the last five years : 


No. of miles 

Years. Earnings. in operation. Rate per mile. 

1864- 5,. $6,820,749 75 .. 861 .. $7,921 88 

1865- 6,... 8,243,840 28 .. 936 .. 8,807 52 

1866- 7,. 10,161,735 45 .. 1,021 .. 9,952 72 

1867- 8,. 12,610,492 64 .. 1,151 .. 10,956 11 

1868- 9,*. 14,000,000 00 .. 1,151 .. 12,163 33 


* About. 












8 


Showing an average increase, each year, of over twelve per 
cent, on the earnings of the preceding year. 

We also invite attention to the following table, showing 
the increase of tonnage on four of the prominent Western 
roads from 1863 to IS67, inclusive : 


Chicago, 

Tears. Illinois Chicago Chicago and Burlington 

Central. and Alton. Rock Island, and Quincy. 

1863, . 952,814 . 379,879 .. 777,736 

1864, . 1,022,024 .. 386,197 .. 441,510 .. 809,674 

1865, . 1,034,948 .. 511,011 .. 472,557 .. 737,511 

1866, . 1,153,175 .. 636,360 .. 459,986 .. 821,823 

1867, . 1,300,835 .. 756,657 .. 598,714 .. 971,374 


The considerations we have adduced above, with many 
others which might be urged, clearly show the value of sound 
railway bonds as investment securities. These securities can 
usually remain for a long series of years without change; 
they pay a high rate of interest, and by the steady growth of 
the business of the properties upon which they rest, become 
stronger and stronger every year. At the same time they 
are as exempt from hazards as any class of securities offered 
to investors. 

H. II. BOODY, 

President . 















CHARTER. 


AN ACT 

TO CHARTER THE PORT ROYAL RAIL-ROAD COMPANY. 

I. Be it enacted by the Senate and House of Representatives , 
now met and sitting in General Assembly, and by the authority 
of the same, That for the purpose of establishing a communi¬ 
cation by rail-road from the waters of Port Royal Harbor, in 
the neighborhood of Beaufort, to some point on the Savannah 
River, passing near the Salcaliatchie Bridge, the formation of 
a corporate Company is hereby authorized, to be called “ The 
Port Royal Rail-Road Company,” which Company, when 
formed in compliance with the conditions hereafter pre¬ 
scribed, shall have corporate existence as a body politic in 
this State. 

II. That the said Company is hereby authorized to con¬ 
struct a rail-road from the waters of Port Royal Harbor, in 
the neighborhood of Beaufort, to some point on the Savannah 
River, passing near the Salcaliatchie Bridge, by a route to be 
determined by the said Company, after the same shall have 
been formed. 

III. That the books of subscription to the stock of said 
Company shall be opened at Hamburg, Aiken, Silverton, 
Barnwell Court House, Speedwell, Allendale, Buford’s 
Bridge, Whippey Swamp, Salcaliatchie Bridge, Beaufort 







10 


and Charleston, by three Commissioners in each place, to be 
appointed by the Governor, and the books shall be opened 
in each of the said places on the same day, to wit, the first 
Monday in March next, and be kept open at each place for 
thirty days thereafter, between the hours of 9 o’clock, A. M., 
and 3 o’clock, P. M., notice whereof shall be given by each 
set of Commissioners, either by advertising in a gazette, or 
such other manner as they may deem best, for at least one 
month prior to the time for the opening of said books: pro¬ 
vided, that the Commissioners at Barnwell Court House shall 
have power to cause said books to be re-opened at any time, 
and from time to time, for three years next ensuing the first 
day of March next. Individuals may subscribe for as many 
shares as they see fit, paying to the Commissioners, at the 
time of subscribing, one dollar on each share subscribed for ; 
and the Commissioners shall designate in the books, opposite 
to the name of each subscriber, the date of the subscription, 
the number of shares subscribed for, and the sum of money 
paid; and for the sum so paid the Commissioners shall give 
a receipt to the individual paying, and shall make a return of 
the subscription taken by them, and the sums of money paid 
thereon, to the Commissioners at Barnwell Court House. 

IY. That the capital stock of the said Company shall be 
three millions of dollars, to be divided into shares of twenty- 
five dollars each ; and when the sum of two hundred and fifty 
thousand dollars shall be subscribed for, in the manner here¬ 
inbefore prescribed, the subscribers shall be, and they are 
hereby declared to be a body corporate, by the name and 
style of “ The Port Royal Rail-Road Company,” and may 
meet and organize the said Company at such time and place 
as may be designated by a majority of the Commissioners 
assembled at Barnwell Court House. 

Y. That for the purpose of organizing and forming this 
Company, all the powers conferred by the Charter of the 
Spartanburg and Union Rail-Road Company on the Commis- 





11 


sioners mentioned in said Charter shall be vested in the 
Commissioners to be appointed by the Governor under the 
provisions of this act; and all the powers and the privileges 
granted by the Charter of the Spartanburg and Union Rail- 
Road Company to that Company shall be, and are hereby 
granted to the Port Royal Rail-Road Company, subject to 
the conditions therein contained, except in so far as the 
special provisions of this act may require the same to be 
modified or varied. 

VI. That all questions concerning the right of way for said 
rail-road, where the Company and the land-owners cannot 
agree touching the same, shall be determined in the same 
manner as is provided by the tenth section of an act, entitled 
“ An act to authorize the formation of the Greenville and 
Columbia Rail-Road Company,” ratified on the fifteenth day 
of December, in the year of our Lord one thousand eight 
hundred and forty-five, for determining questions of right of 
w r ay for said rail-road. In all cases of appeal from assess¬ 
ments by Commissioners full costs shall be awarded, and 
collection thereof enforced, as in cases of trespass on the case. 

In the Senate House, the twenty-first day of December, 
in the year of our Lord one thousand eight hundred 
and fifty-seven, and in the eighty-second year of the 
sovereignty and independence of the United States 
of America. 


James Chesnut, 


President of the Senate. 
James Simons, 


Speaker of the House of Representatives. 




A 


Executive Department, 
Charleston, January 29th, 1858. 

Whereas, by an act passed at the last session of the General 
Assembly of South Carolina, entitled “ An act to charter the 


r! 












12 


Port Royal Rail-Road Company,” it is prescribed, Sec. III.: 
That the books of subscription to the stock of 'said Company 
shall be open at Hamburg, Aiken, Silverton, Barnwell Court 
House, Speedwell, Allendale, Buford’s Bridge, Whippey 
Swamp, Salcahatchie Bridge, Beaufort and Charleston, by 
three Commissioners in each place, to be appointed by the 
Governor: 

How, therefore, I do hereby appoint as Commissioners : 

At Hamburg. —William Gregg, B. S. Dunbar, Charles 
Hammond. 

At Aiken. —J. G. Steedman, F. Swartz, James Purvis. 

At Silverton. —J. P. Bush, Thomas Myers, G. J. Ranse}\ 
At Barnwell G. H. —Johnson Hagood, J. J. Ryan, B. H. 
Brown. 

At Speedwell. — F. F. Dunbar, David Bush, William 
Ashley. 

At Allendale. —B. W. Lawton, W. M. Bostick, P. H. 
Allen. 

At Buford's Bridge. —J. J. Brabham, Wm. R. Barker, 
Jones M. Williams. 

At Whippey Swamp. —D. II. Ellis, W. J. Gooding, R. 
Taylor. 

At Salcahatchie Bridge. —A. M. Peeples, Thomas Allen, 
George P. Elliott. 

At Beaufort. —John A. Johnson, William C. Danner, 
Stephen Elliott, Jr. 

At Charleston. —Samuel Y. Tupper, L. T. Potter, Edward 
Barnwell, Jr. 

R. F. W. Allston. 


We, the undersigned, Commissioners for Barnwell Court 
House, under the authority vested in us in the above Act, 
authorize the books of the Port Royal Rail-Road to be opened 
on Monday, the 3d January, 1859, and to continue open until 



sufficient stock shall have been subscribed to organize the 
said Company. 


Johnson Hagood, 
J. J. Ryan, 

B. H. Brown. 

November 26th, 1858. 


AN ACT 

TO AUTHORIZE THE FORMATION OF THE SPARTANBURG AND UNION 
RAIL-ROAD COMPANY. 

I. Be it enacted by the Senate and House of Representatives 
now met and sitting in General Assembly , and by the author¬ 
ity of the same , That the formation of a corporate Company 
is hereby authorized for the construction of a rail-road on the 
most practicable route from the town of Spartanburg, pass¬ 
ing near the village of Union, to connect with the Greenville 
and Columbia Rail-Road, or the Charlotte and South Caro¬ 
lina Rail-Road, at such point as may be agreed on between 
said Companies, at such point as the Company, when formed, 
shall determine upon; which said Company shall have ex¬ 
clusive right to make, keep up and use such rail-road, and 
for the term of time hereinafter to be mentioned no other 
rail-road shall be constructed between the same points. 

II. 'That the stock of the Company hereby authorized shall 
consist of forty thousand shares of twenty-five dollars each ; 
but said Company shall be at liberty to enlarge their said 
capital as in the progress of their undertaking they may find 
necessary, either by additional assessment on the original 
shares, not to exceed in the whole the sum of five dollars on 
each original share, or by new subscriptions, to an amount 
not exceeding five hundred thousand dollars : the terms and 
conditions of which new subscriptions the said Company is 
authorized to prescribe ; and it shall be lawful for the said 






14 


Company, from time to time, to invest so much of their 
capital, or of their profits, as may not be required for imme¬ 
diate use, and until it may be so required, in public stock or 
stocks of every bank or other incorporated body, and to draw 
and apply the dividends, and to sell and transfer, as they 
shall see fit, any portion of the stock. 

III. That the books of subscription of the stock of said 
Company hereby authorized, shall be opened at Spartanburg, 
Unionville, Newberry Court House, Monticello, Columbia 
and Charleston, by three Commissioners in each place, to be 
appointed by the Governor ; and the books shall be opened 
in each of said places on the same day, to wit, on the first 
day of May next, and be kept open at each place for four 
days thereafter, between the hours of nine o’clock, A.M., and 
three o’clock, P. M.; notice whereof shall be given by each 
set of Commissioners, either by advertising in a gazette, or 
such other manner as they may deem best, for at least one 
month prior to the time for the opening of said books ; indi¬ 
viduals may subscribe for as many shares as they see fit, pay¬ 
ing to the Commissioners at the time of subscription one dollar 
on each share subscribed for; and the Commissioners shall 
designate in the books, opposite to the names of the subscri¬ 
bers, the day of subscription, the number of shares subscribed 
and the sum of money paid, respectively; and for the sums 
so paid the Commissioner shall give receipt to the individuals 
paying, and as soon as may be, deposit the money in some 
specie paying bank of the State of South Carolina, subject 
for so much thereof as may be refunded to subscribers upon 
adjustment made in case of over subscription to the joint 
check of said Commissioners, and subject for the balance to 
the check or order of said Company, through its President 
and Directors. 

IV. That when the books shall be closed on the last day, 
the Commissioners at each of the places before designated, 
respectively, shall transmit to the Commissioners at Union 


15 


ville a list of subscribers, with such designations as are con¬ 
tained in the subscription books, with a certificate appended 
thereto, to be signed by each Commissioner, that the money 
is deposited in bank, conformably to this act, naming the 
bank; and thereupon the Commissioners in Union ville, from 
all the list of subscribers, shall prepare a general list, and 
ascertain whether the shares subscribed are equal to the 
capital prescribed for the Company. If the shares subscribed 
shall exceed forty thousand, then the shares be reduced 
ratably to that number; except that no subscription of five 
shares or under shall be reduced. If the number of shares 
subscribed shall be less than eight thousand, the Commis¬ 
sioners in Unionville may keep open the books in that place 
until the number of eight thousand shares shall be subscribed. 
If the number of shares shall amount to eight thousand, the 
said Company may thereupon be formed, and when organized, 
the Board of Directors may cause the books to be opened 
after sixty days’ notice of the time and place of subscription, 
and receive such subscriptions as can be obtained; and may 
keep open the books until the whole amount of eight thou¬ 
sand shares shall have been subscribed. 

V. That as soon as the number of eight thousand shares 
shall have been subscribed in manner aforesaid, the Company 
shall be considered as formed, and this act of incorporation 
shall attach and become effectual, and the Company may 
take measures for complete organization. To this end tlie 
Commissioners in Unionville shall appoint a convenient time 
and place for the meeting of stockholders, and shall cause the 
same to be advertised in the public gazettes for four weeks 
previous to the day of meeting, at which time and place the 
subscribers of stock may attend in person or by proxy ; and 
the meeting having assembled, and a proper registry made of 
all the subscribers who maybe in attendance in person or by 
proxy, the Commissioners of Unionville, or a majority of them 
attending, shall present a ballot box, in which the subscribers 
may vote by ballot for a president and twelve directors, to 




16 


serve for one year and until a new election be made and 
the presiding Commissioners shall count the ballots, declare 
the election, and make and deliver proper certificates thereof 
under their hands. 

YI. That at such meeting, or any other meeting of the 
Company, each member shall be entitled to one vote upon 
each share held by him not more than fifty ; to one vote on 
every five shares held by him exceeding fifty and not more 
than one hundred ; and on all shares exceeding one hundred 
to one vote on every ten shares, to be given by the stockholder 
in person, or by his proxy, in all elections and on all matters 
submitted to the decision of the Company. And to consti¬ 
tute a meeting of the stockholders, authorized to make elec¬ 
tion or decide on any matter on which it shall be necessary 
for the stockholders to act as a Company, a majority of all 
the shares shall be represented, by the stockholders them¬ 
selves or by their proxies ; and if a sufficient number do not 
appear on the day appointed, those who do attend shall have 
power to adjourn from time to time, until a regular meeting 
shall be formed. 

VII. That the election of president and directors shall be 
made annually, according to the by-laws to be made for the 
purpose ; and in case any vacancy occur in the board between 
two periods of general election, a majority of the board of 
directors, at any regular or stated meeting of the board, may 
elect by ballot from the stockholders a person to fill the 
vacancy so occurring until the next general election of 
directors. But if it happens that the day of annual election 
of president and directors shall pass without election as to all 
or any of them being effected, the corporation shall, not be 
dissolved or discontinued thereby, but it shall be lawful on 
any other day to hold and to make such election, in such 
manner as may be prescribed by the by-laws of the corpora¬ 
tion, subject to the scale and regulation of the sixth section 
of this act. 



17 


VIII. That the said Company to be organized as aforesaid 
shall be called the Spartanburg and Union Kail-Road Com¬ 
pany, and have perpetual succession of members ; may make 
and have a common seal, and break and alter it at pleasure; 
may sue and be sued, answer and be answered unto by their 
corporate name aforesaid in all courts of law and equity, or 
judicial tribunals in this State; and shall be capable at all 
times of making and establishing, altering and revoking all 
such regulations as they may find necessary and proper for 
effecting the ends and purposes intended by the association 
and contemplated by this act: Provided, such regulations, 
rules and by-laws be not repugnant to the Constitution and 
laws of the State. 

IX. That the said Spartanburg and Union Kail-Koad Com¬ 
pany shall have power and capacity to purchase, take and 
hold, in fee simple, or for years, to them and their successors, 
any lands, tenements or hereditaments, that they may find 
necessary for the site on and along which to locate, run and 
establish the rail-road aforesaid, or to vary, or to alter the 
plan or plans to such breadths or dimensions, through the 
whole course of the road, as they may see fit; and in like 
manner to purchase, take and hold any land contiguous to, 
or in the vicinity of the said rail-road, that they may find 
necessary for the procuring, and from time to time, readily 
obtaining all proper materials, of what kind soever, for con¬ 
structing, repairing, grading and sustaining the said rail¬ 
road ; and, in like manner, to purchase all private rights of 
way or water-courses that may lie on or across the'route 
through which the said rail-road may pass; and also all land 
contiguous thereto, that maybe found necessary for the erect¬ 
ing of toll-houses, work-shops, barns, stables, residences and 
accommodations for servants, agents and mechanics, and for 
stabling and maintaining all animals of labor; and the said 
Company shall have power, if need be, to conduct their rail¬ 
road across and over any public road, river, creek, waters or 
water-courses that may be in the route : Provided, that the 

2 


18 


passage of the road or navigation of the stream be not ob¬ 
structed thereby. 

X. That in any case where lands or private rights of way 
may be required by the said Company for the purposes afore¬ 
said, and the same cannot be purchased from the owner or 
owners for want of agreement of the parties as to price, or from 
any other cause, the same may be taken by the commission 
at a valuation to be made by Commissioners, or a majority of 
them, to be appointed by the Court of Common Pleas of the 
district in which any part of the land or right of way may 
be situated; and the said Commissioners, before they act, 
shall severally take an oath before some magistrate, faith¬ 
fully and impartially to discharge the duty assigned to them. 
In making the said valuation, the said Commissioners shall 
take into consideration the loss or damage which may occur 
to the owners or owner, in consequence of the land or the 
right of way being taken, and also the benefit or advantage 
he, she or they may receive from the establishment or erec¬ 
tion of the rail-road and works, and shall state particularly 
the nature and amount of each, and the excess of loss and 
damage over and above the benefit and advantage shall form 
the measure of valuation of said land or right of way. The 
proceedings of the said Commissioners, accompanied with a 
full description and plan of the said land, shall be returned 
under the hands and seals of a majority of the said Commis¬ 
sioners, to the court from which the commission issued, there 
to remain of record. Either party to the proceedings may 
appeal from the said valuation to the next session of the court 
granting the commission, giving reasonable notice to the 
opposite party of such appeal, and the court, upon satisfactory 
proof that the appellant has been injured by such valuation, 
shall order a new valuation to be made by a jury, who shall 
be charged therewith in the same term, and their verdict 
shall be final and conclusive between the parties, unless a 
new trial be granted ; and the lands and right of way so 
valued by the Commissioners or jury shall vest in the said 


\ 





19 


Company in fee simple, so soon as the valuation thereof may 
be paid, or tendered and refused. "Where there shall be an 
appeal, as aforesaid, from the valuation of Commissioners .by 
either of the parties, the pendency of such appeal shall not 
prevent the Company from proceeding in the construction of 
their work in and upon said land or way ; but, when the 
appeal shall be made by the Company, requiring the surren¬ 
der, they shall be at liberty to proceed in their work only on 
condition of giving to the opposite party a bond with good 
security, to be approved by the clerk of the court where the 
valuation is returned, in a penalty equal to double the said 
valuation, conditioned for the payment of said valuation and 
interest, in case the same be sustained ; and in case it be re¬ 
versed, for the payment of the valuation thereafter to be 
made by the jury and confirmed by the court. ■ In all assess¬ 
ments made by the Commissioners or jury as aforesaid, after 
the construction of the road, or of the part thereof upon the 
land to be valued, reference shall be had to the true value of 
the land at the time of the erection of the said road or part 
thereof, and the use thereof by said Company for the purpose 
of said road shall be considered as an actual possession of said 
land covered by said road, and the space of one hundred feet 
on both sides of said road as aforesaid. 

XI. That in the absence of any written contract between 
the said Company and the owner or owners of land through 
which the said rail-road may be constructed, in relation to 
said land, it shall be presumed that the land upon which the 
said rail-road may be constructed, together with one hundred 
feet on each side of the centre of said road, has been granted 
to the said Company by the owner or owners thereof, and the 
said Company shall have good right and title to the same, 
(and shall have, hold and enjoy the same,) unto them and 
their successors, so long as the same may be used only for the 
purpose of the said road, and no longer, unless the person or 
persons to whom any right or title of such lands, tenements 
or hereditaments descend or come, shall prosecute the same 





20 


within ten years next after the construction of such part or 
portion of the said road as may be constructed upon the lands 
of the person or persons so having or acquiring such right to 
the title as aforesaid ; and if any person or persons to whom 
any right or title to such lands, tenements or hereditaments 
belong, or shall hereafter descend or come, do not prosecute 
the same within five years next after the construction of the 
part of the said road upon the lands of the person or persons 
so having or acquiring such right or title as aforesaid, then 
he or they, and all claiming under him or them, shall be for¬ 
ever barred to recover the same: Provided, that nothing 
herein contained shall affect the rights of feme coverts, in¬ 
fants, or persons beyond seas, until two years after the 
removal of their respective disabilities. 

XII. That all lands not heretofore granted to any person, 
nor appropriated by law to the use of the State, within one 
mile from the centre of the main track of the said road that 
may be constructed, be, and they aje hereby vested in the 
said Company and their successors, so long as the same may 
be used for the purpose of the said road, and no longer. 

XIII. That the said Company shall, at all times, have the 
exclusive right of conveyance or transportation of persons, 
merchandise and produce over the rail-road to be by them 
constructed, while they see fit to exercise the exclusive right; 
and the said Company are hereby authorized to fix and deter¬ 
mine upon such rates of charge for the transportation of per¬ 
sons, merchandise and produce, as to them shall seem neces¬ 
sary and proper to secure a reasonable and adequate return 
upon the capital invested. The said Company may, when 
they see fit, let or farm out all or any part of their exclusive 
right of transportation of persons, merchandise and produce, 
with their privileges, to any individual or individuals, or 
other Company, and for such terms as may be agreed upon; 
and the said Company, in the exercise of their right of con¬ 
veyance and transportation of persons or property, and the 




21 


persons so taking from the Company the right of conveyance 
or transportation, so far as they act on the same, shall be 
regarded as common carriers; and the said Company may 
use or employ any sections of their proposed rail-road before 
the whole shall be completed, which may afford public accom¬ 
modations for their conveyance of persons, merchandise and 
produce; and the said Company shall have power to take at 
the store-houses they may establish or annex to the said 
rail-road, all goods, wares, merchandise and produce intended 
for transportation or conveyance, prescribe the rules of prior¬ 
ity, and charge such, reasonable prices and compensation for 
storage and labor as they may by regulation establish, (which 
regulation they shall publish,) or as may be agreed upon 
with the owners. 

XIV. That whenever the said Company shall see lit to 
farm out as aforesaid, to any other person or persons or body 
corporate, any part of their exclusive right of conveyance and 
transportation, or shall deem it expedient to open the said 
rail-road, or any part thereof, to public use, they shall and 
may adopt and enforce any necessary rules and regulations, 
and have power to prescribe the construction and size or 
burthen of all carriages and vehicles, and the materials of 
which they shall be made, that shall be permitted to be used 
or pass on the said rail-road, and the locomotive power that 
shall be used with them. 

XV. That if any person or persons shall intrude upon said 
rail-road, or any part thereof, by any manner or use thereof, 
or of the rights or privileges connected therewith, without 
the permission, or contrary to the will of the said Company, 
he, she or they shall forfeit to the Company all the vehicles, 
articles and animals that may be so intrusivety introduced 
and used thereon, and the same may be seized by the Com¬ 
pany or its agents, or recovered by a suit at law; and, more¬ 
over, the person or persons so intruding shall and may be 
indicted as for a misdemeanor, and upon conviction, be fined 


22 


or imprisoned, in the discretion of the court of sessions in the 
district in which he, she or they shall be tried and convicted ; 
and if any person shall wilfully and maliciously destroy, or 
in any manner hurt, damage, injure or obstruct the said rail¬ 
road, or any vehicle, edifice, right or privilege, granted by 
this act, and constructed and employed under the authority 
thereof, such person so offending shall be liable to be indicted 
as for a misdemeanor therefor, and on conviction thereof shall 
be imprisoned not more than six months, and be fined not 
more than five hundred, nor less than twenty dollars, and 
shall be further liable to pay to the said Company any dam¬ 
ages occasioned by the said injury and all expenses of repair¬ 
ing the same. The one-half of all fines that may be imposed 
by the court under this act shall be paid to the informer, and 
the other half to the said Company. The provisions of this 
section shall be extended as well to the owner of the lands 
through which the said road may be constructed as to other 
persons, and no owner or other person claiming under him 
or her shall avoid the said provisions by the plea of liberum 
tenementum, or by any other plea whatever. 

XVI. That the right to make, keep up and use the said 
rail-road, and the conveyance and transportation thereupon, 
shall vest and continue in the said Company for and during 
the term of thirty-six years, to be computed from the time of 
the corporate existence of the Company : Provided, that the 
subscription of stock in the said Company be filled up to the 
amount of eight thousand shares within four years from the 
passing of this act, and the said rail-road be commenced 
within two years, and be completed within ten years after the 
shares shall be subscribed. 

XVII. That after the president and directors shall be 
elected as aforesaid, it shall always be in the power of the 
president and directors of the Company, at a meeting of the 
board, a majority being present, to nominate and appoint a 
secretary, treasurer, and all other officers, agents and servants, 



23 


that they may deem necessary, or that may be prescribed in 
the by-laws of said Company, and to remove the same at 
pleasure; and also to require and take from all the officers, 
agents and servants, such bond or bonds and security, as the 
board or the by-laws may prescribe, for securing the fidelity, 
obedience and accountability of said officers, agents and ser¬ 
vants, and their punctual surrender and delivery of all moneys 
and property, on the termination of their offices, by resigna¬ 
tion, removal or expiration of their term. 

XVIII. That the president and directors, by an order 
signed by the president, shall have power to draw from 
banks all such sums of money as may have been received by 
the different sets of Commissioners for the first payment by 
subscribers upon their subscriptions of stock, as before pro¬ 
vided, except the sums of such shares as may be canceled 
and thrown out upon adjustment of the shares, in case of 
over-subscriptions, which shall be drawn and repaid to the 
subscribers of such shares by the Commissioners respectively 
before whom such subscriptions were made, immediately 
upon notification to said Commissioners of such adjustment. 

XIX. That every subscriber or holder of stock in said 
Company shall pay to the Company the amount of the shares 
by him or her subscribed or held, in such installments, not 
exceeding five dollars on each share at one time, and at such 
periods, with intervals of not less than sixty days, as shall be 
prescribed and called for by the directors, of which periods 
of payments and the sums required, the board of directors 
shall cause public notice to be given for at least four weeks 
previous to such periods of payment by advertisement in one 
of the gazettes published at Columbia, and on failure of any 
subscriber or stockholder to pay up any installments so called 
for by the directors, the shares upon which default shall be 
made, together with any past payment thereon, shall be for¬ 
feited to the Company, and be appropriated as they shall see 
fit. And the said Company shall and may prescribe in and 


24 


bj their by-laws, rules and regulations, the mode of issuing the 
evidence of shares of stock, and the manner, terms and con¬ 
ditions of assigning shares of the stock. 

XX. That if any stockholder shall fail to pay the install¬ 
ment required of him on his share or shares, within one 
month after the same shall have been advertised in one or 
more newspapers published in this State, it shall and may be 
lawful for the president and directors, or a majority of them, 
to sell at public auction, and convey to the purchaser, the 
share or shares of such stockholder so failing or refusing, 
giving twenty days’ notice of the time and place of sale ; and 
after retaining the sum due and all the expenses incident on 
the sale out of the proceeds, shall pay the surplus to the 
former owner, or his legal representatives or assignees. And 
any purchaser of the stock of the Company under the sale of 
the president and directors, as aforesaid, shall be subject to 
the same rules and regulations as the original proprietor, and 
no sale by the original proprietor of stock, or his assignees, 
shall release the original proprietor from his obligation to the 
Company to pay the whole amount of his subscription ; and 
in addition to the foregoing remedy, the president and direct¬ 
ors may proceed by action of assumpsit or debt in any of the 
courts of law, for the recovery of the installments due and not 
paid by any delinquent subscriber or stockholder, or his 
assignee, who shall not pay the same, on requisition made in 
manner and form as aforesaid. 

XXL That if the said Company determine to increase 
their capital stock by additional assessments on the original 
shares, as hereinbefore provided, the sums so assessed shall 
be called for in such installments, at such periods and such 
notices, and not otherwise, as are provided in the nineteenth 
section of this act; and failure to pay up for such assessments 
shall induce a forfeiture to the Company, in like manner as 
provided in said section, of the shares of stock on which de¬ 
fault shall be made. 




25 


XXII. That the president and directors shall be styled 
the direction of the Company, and shall have power to call for 
all installments, declare all dividends of profits, make all con¬ 
tracts and agreements in behalf of the Company, and to do 
and perform all other lawful acts and deeds which, by the 
by-laws of the corporation, they may be authorized and re¬ 
quired to do and perform; and the acts or contracts of the 
direction, authorized by the signatures of the president and 
secretary, shall be binding on the Company without seal. 
The direction shall not exceed in their contracts the amount 
of the capital in the Company, and in case they do so, the 
president and directors, who are present at the meeting when 
such contracts exceeding the capital shall be made, shall be 
jointly and severally liable for the excess, as well to the con¬ 
tractors as to the Company : Provided, that any one may 
discharge himself from such liability by voting against such 
contracts, causing such votes to be recorded in the minutes 
of the direction, and giving notice thereof to the next general 
meeting of the stockholders. The direction shall keep regular 
minutes of all their meetings, and of the acts there done, and 
they shall make a full report of the state of the Company and 
of its affairs to a general meeting of the stockholders, at least 
once in every year, and oftener if so directed by the by-laws; 
and they shall have power to call a general meeting of the 
stockholders when they may deem it expedient; and the 
Company may provide in their by-laws for occasional meet¬ 
ings of the stockholders, and prescribe the mode of calling 
the same. 

XXIII. That the following officers and persons, while in 
the actual employment of the said Company, shall be exempt 
from the performance of ordinary militia duty and from 
service on juries, viz.: the chief engineer and assistant engi¬ 
neers, the commissioners and superintending officer, the secre¬ 
tary and the treasurer of the directors, the keepers of deposi¬ 
tories, the guards stationed on the road to protect it from 
injury, (not exceeding one white man to every five miles,) 



26 


and such persons as may be actually employed in working 
the locomotive engines and in travelling witli cars for the 
purpose of attending to the transportation of passengers or 
goods on the said road, not exceeding one white engineer 
and his white assistant to each engine, and one white person 
to*each passenger car, and to every five cars for the transpor¬ 
tation of goods. 

XXIV. That the said Spartanburg and Union Rail-Road 
Company shall be, and is hereby, excepted .from the pro¬ 
visions of the forty-first section of an act entitled, “ An act to 
incorporate certain villages, societies and companies, and to 
renew and amend certain charters heretofore granted, and to 
establish the principles on which charters of incorporations 
will hereafter be granted,” ratified on the seventeenth day 
of December, in the year of our Lord one thousand eight 
hundred and forty-one; but nothing herein contained shall 
be construed to exempt the said Company from provisions of 
the said forty-first section, upon any future grant, renewal or 
modification of their charter. 

XXV. That the said Company, if they can agree upon the 
terms of union, unite with and become a part of the Green¬ 
ville and Columbia Rail-Road Company, or of the Charlotte 
and South Carolina Rail-Road Company ; in either of which 
events the rights and privileges conferred by this act shall 
belong to the two Companies so uniting. That this act shall 
be deemed a public act. 

In the Senate House, the seventeenth day of December, 
in the year of our Lord one thousand eight hundred 
and forty-seven, and in the seventy-second year of 
the Sovereignty and Independence of the United 
States of America. 

R. F. W. Allston, 
President of the Senate, pro tem. 

W. F. Colcock, 

Speaker of the House of Representatives . 


27 


EXTRACT 

FROM “ AN ACT TO AUTHORIZE THE FORMATION OF THE GREENVILLE 
AND COLUMBIA RAIL-ROAD COMPANY,” RATIFIED ON THE 15tH 
DAY OF DECEMBER, IN THE YEAR OF OUR LORD ONE THOUSAND 
EIGHT HUNDRED AND FORTY-FIVE, FOR DETERMINING QUES¬ 
TIONS OF RIGHT OF WAY FOR SAID RAIL-ROAD. 

TENTH SECTION. 

That iii any case where lands or private rights of way may 
be required by said Company for the purpose aforesaid, and 
the same cannot be purchased from the owner or owners 
for want of agreement of the parties as to price, or from any 
other cause, the same may be taken by the Company at a 
valuation, to be made by the Commissioners, ora majority of 
them, to be appointed by the Court of Common Pleas of the 
district in which any part of the land or right of way may be 
situated; and the said Commissioners, before they act, shall 
severally take an oath before some magistrate, faithfully and 
impartially to discharge the duty assigned to them. In 
making the said valuation, the said Commissioners shall take 
into consideration the loss or damage which may occur to the 
owner or owners in consequence of the land or the right of 
way being taken, and also the benefit or advantage he, she 
or they may receive from the establishment or erection of the 
rail-road and works, and shall state particularly the nature 
and amount of each, and the excess of loss and damage over 
and above the benefit and advantage, shall form the measure 
of valuation of said land or right of way. The proceedings 
of the said Commissioners, accompanied with a full descrip¬ 
tion and plat of the said land, shall be returned under the 
hands and seals of a majority of the said Commissioners to the 
court from which the commission issued, there to remain of 
record. Either party to the proceedings may appeal from 


i 


28 


the said valuation to the next session of the court granting 
the commission, giving reasonable notice to the opposite party 
of such appeal, and the court, upon satisfactory proof that 
the appellant has been injured by such valuation, shall order 
a new valuation, to be made by a jury, who shall be charged 
therewith in the same term, and their verdict shall be final 
and conclusive between the parties, unless a new trial be 
granted; and the lands and right of way so valued by the 
Commissioners or jury shall vest in the said Company in fee 
simple, so soon as the valuation thereof may be paid, or 
tendered and refused. Where there shall be an appeal, as 
aforesaid, from the valuation of the Commissioners by either 
of the parties, the pendency of such appeal shall not prevent 
the Company from proceeding in the construction of their 
work in and upon said land or way ; but when the appeal 
shall be made by the Company requiring the surrender, they 
shall be at liberty to proceed in their work only on condition 
of giving to the opposite party a bond with good security, to 
be approved by the clerk of the court where the valuation 
is returned, in a penalty equal to double the said valuation, 
conditioned for the payment of said valuation and interest, 
in case the same be sustained, and in case it be reversed for 
the payment of the valuation thereafter to be made by the 
jury and confirmed by the court. In all assessments made 
by the Commissioners or jury as aforesaid, after the construc¬ 
tion of the road or of the part thereof upon the land to be 
valued, reference shall be had to the true value of the land at 
the time of the erection of the said road or part thereof, and 
the use thereof by said Company for the purposes of said 
road shall be considered as an actual possession of said land 
covered by said road, and the space of one hundred feet on 
both sides of said road as aforesaid. 


29 


CHARTER FOR THE STATE OF GEORGIA. 


AN ACT 

TO CHARTER ^HE PORT ROYAL RAIL-ROAD COMPANY. 

Whereas, The Legislature of South Carolina has, by public 
statute, incorporated a Company to build a rail-road from the 
waters of Port Royal harbor, in the neighborhood of Beau¬ 
fort, to the Savannah river, in the direction of the city of 
Augusta, and it is deemed proper to confer on the same 
Company corporate powers in Georgia, and to grant the right 
to construct the portion of rail-road in this State: 

Section 1, Be it therefore enacted , by the Senate and House 
of Pepresentatives, now met and sitting in General Assembly, 
and by authority of the same , That such persons as may be 
made a body corporate by the public law of South Carolina, 
to build a rail-road between Port Royal and Augusta, are 
hereby created a body politic in this State, and they shall 
have the right to continue and construct their road from the 
boundary between the two States, by the nearest and most 
practicable route, to the city of Augusta; Provided, that 
they shall cross the river at or below Augusta by a draw¬ 
bridge; And provided , there shall be created thereby no 
obstruction to the free navigation of the Savannah river and 
its branches. 

Sec. 2. Be it further enacted, by the authority aforesaid , 
That the said Company shall possess and enjoy the same 
privileges as to right of way, as are vested in, and enjoyed 
by, the Central Rail-Road and Banking Company of Georgia. 
(See page 33.) 



1 


30 


Sec. 3. And he it further enacted , That the said Port 
Royal Rail-Road Company shall have power to purchase, 
take and hold, in fee simple, or for years, any lands, tene¬ 
ments and hereditaments that they may find necessary for 
the site, on and along which to locate the said rail-road, or 
to vary or alter the plans to such breadth or dimensions, 
through the whole course of the road, as they may see fit; 
and in like manner to purchase, take and hold any land con¬ 
tiguous to or in the vicinity of said road, that may be neces¬ 
sary for the procuring, and from time to time, readily obtain¬ 
ing all proper materials for constructing, repairing, grading 
and sustaining the said road, and in like manner to purchase 
all private rights of way on water-courses that may be across 
the line of said rail-road; and also all lands contiguous 
thereto, that may be found necessary for the erection of toll 
houses and other houses and accommodations ; and the said 
Company shall have power to cross over any public road, 
canal, river, creek, waters or water-courses, that may be in 
either route. Provided , that the passage of the public road, 
or the navigation of the canal or water-course is not obstruct¬ 
ed thereby. 

Sec. 4. Be it further enacted , That the said Company 
shall, at all times, have the exclusive right of conveyance 
and transportation of persons and merchandise and produce 
over such rail-road, whilst they see fit to exercise the same. 
And they are hereby authorized to fix and determine upon 
such rates of charge for transportation of persons, merchan¬ 
dise and produce, as to them shall seem necessary and proper 
to secure a reasonable and adequate return upon the capital 
invested; Provided , that the annual average yield on such 
capital, after all expenses are paid, shall not exceed ten per 
centum. The said Company may, when they see fit and 
proper, let or farm out all or any part of their exclusive 
rights of transportation of persons, merchandise and produce, 
with their privileges, to any individual or individuals, or 
other Company, and for such terms as may be agreed upon.; 


31 


subject always to the provisions contained in this section in 
relation to the rates of charge. And the said Company, in 
the exercise of their right of conveyance and transportation 
of persons or property, and the persons so taking from the 
Company the rights of conveyance or transportation, so far 
as they act on the same, shall he regarded as common car¬ 
riers, and the said Company may employ any section of the 
proposed rail-road, before the whole shall be completed, 
which may afford public accommodation for the conveyance of 
persons, merchandise and produce; and the said Company 
shall have power to take at the storehouse they may establish, 
or annex to said rail-road, all goods, wares, merchandise or 
produce, intended for transportation or conveyance, pre¬ 
scribe the rules of priority, and charge such reasonable 
prices and compensation for storage and labor, as they may, 
by regulation, establish, or as may be agreed upon with the 
owners. 

Sec. 5. And be it further enacted , That the said Company 
may, with the assent of the rail-roads in Georgia, join their 
track to their rail-road tracks, on such terms as may be 
agreed on between the Companies; Provided , that nothing 
in this charter shall exempt said Company from liability; 
and they are hereby made liable, under existing laws, or in 
any other manner that the legislature may, by law, provide, 
for all damages sustained by any individual or individuals 
for the loss or crippling all kinds of stock, or any other pro¬ 
perty whatsoever, by the running of locomotives, cars, 
engines, or any other motive power on said road, and also 
are and shall be liable for injuries received by any individual 
or individuals, for damage done to him, her or them by the 
running of said cars, engines or locomotives, or any other 
motive power on said road; and in the event that death 
'•ensue, then the right of action and recovery shall survive, to 
his, her or their representative or representatives, against 
the said Company for said damages; and in all suits and 
controversies arising from causes aforesaid, the said Company 


32 


shall be considered prima facie at fault, and the burden of 
proof, showing themselves excusable, shall rest upon said 
Company: Provided further , that the stock in said rail-road 
Company shall, at all times , be subject to such tax as the 
present or any future legislature may desire to levy on the 
same. 

Sec. 6. And be it further enacted , That nothing herein 
contained shall be construed to prevent the legislature of 
Georgia from granting any charter or charters to any other 
person or persons, company or companies, for rail-road, turn¬ 
pikes or plank roads, within the counties of Richmond and 
Burke. 

Sec. 7. And be it further enacted , That the Company 
hereby incorporated, and all other rail-road companies here¬ 
after authorized to extend their roads from other States into 
this, shall be liable to be sued, by persons having claims 
against them, in the proper courts of the counties and cities 
of the State, respectively, in which said road may terminate. 

Sec. S. And be it further enacted , That it shall be suf¬ 
ficient to serve any subpoena, writ, precept or process, in any 
such suit, by handing the same to the president of such 
Company, or by leaving it at the office and place of business 
of such Company, and any judgment obtained, in any such 
case, shall bind the property in this State. 

I. T. Irwin - , 

Speaker of the House of Representatives. 

Jas. J. Diamond, 

Clerk of the House of Representatives. 

T. L. Guerry, 
President of the Senate. 

Fred. H. West, 

Secretary of the Senate. 

Assented to December 19th, 1859. 

Joseph E. Brown, 

Governor. 


33 


Capitol at Milledgeville, Georgia, ) 
February llth, 1860. j 

I do hereby certify that the within is a complete and 
accurate copy of Act No. 304, on file in the office of Secretary 
of State, now in my possession and control as Compiler. 

Y. A. Gaskill, 

Compiler Laws of Georgia for 1859. 

per T. Fort, 

Assistant. 


EXTRACT 

FROM AN ACT TO INCORPORATE THE CENTRAL RAIL-ROAD COMPANY 
AND BANKING COMPANY OF GEORGIA, APPROVED DECEMBER 
14TH, 1835, FOR DETERMINING QUESTIONS OF RIGHT OF WAY 
FOR SAID RAIL-ROAD. 

Section 14. The said corporation be, and it is hereby, 
authorized and empowered to make, construct and main¬ 
tain a rail-road for the transportation of produce, merchandise 
and passengers, of suitable width, depth and dimensions, in 
the most cheap, proper and practicable course from the city 
of Savannah to the city of Macon, paying to owners of land 
through which the same may pass a just indemnity, to be 
ascertained as hereinafter provided for, for the value of the 
land covered by the railway, and for three hundred feet on 
each side of the same, (or so much of that quantity as the 
said corporation may require,) for the procurement therefrom 
of timber, earth, stones and other materials, and for the 
construction thereon of toll-houses, slips, depots, wells, 
cisterns, pumps and other necessary and proper works and 
purposes; and whenever a person shall own land on both 
sides the rail-road at any point, the Company shall be bound 
to suffer such owner to construct, for his own convenience, 
such road or bridge across said rail-road as may not obstruct 

3 


* 



34 


or incommode the passage of free travel on or along the said 
rail-road ; but no person shall be at liberty to cross said rail¬ 
road except by such bridge, without the express permission 
of such corporation. 

Sec. 15. When any person shall feel himself aggrieved or 
injured by the said rail-road being cut or carried through his 
land, or by the use of lumber or other materials from any 
lands in the neighborhood of said road, or by any other works 
of the Company, or when the said Company cannot agree with 
any person through or on whose land the said railway or ap¬ 
pendages shall be conducted, or from whose lands timber or 
other materials shall be taken for the use of the said road, as 
to the damage sustained, the amount of such damage or injury 
shall be ascertained and determined by the written award of 
three sworn appraisers, all of whom shall be disinterested 
freeholders of the county where the land in dispute lies; to 
be chosen, one by the Company, one by such owner, if he shall 
think proper, and one by the inferior court of the county 
where such land lies, or by any three of the justices of said 
court in vacation; but if such owner shall decline to appoint 
an appraiser, then two to be appointed by the inferior court, 
or three justices thereof in vacation as aforesaid, and one by 
the said Company, the award of whom in writing shall operate 
as a judgment of the amount against the Compai^, and shall 
be enforced by an execution from the inferior court, with the 
right of appeal to either party to be tried by especial jury at 
the next term thereafter of the Superior Court of said county, 
and the decision shall vest in the Company the fee simple of 
the land in question, and in the other party a judgment for 
its value thus ascertained, which may be enforced by the 
ordinary process of said court. In making the said valuation 
the appraisers, and in case of appeal the Court of Appeal, 
shall take into consideration the loss or damage which may 
occur to the owner or owners in consequence of the land being 
taken, or the right of way obstructed, and also the benefit 
and advantage he, she or they may receive from the erection 


4 


35 


and establishment of the rail-road or works, and shall state 
particularly the nature and amount of each; and the excess 
of loss and damage over and above the benefit and advantage, 
shall form the measure of valuation of the said land or right of 
way : Provided, that no difference or disagreement between 
the Company and any landholder shall operate by injunction, 
or otherwise to suspend the progress of said work, but the 
same shall, in all cases, be continued without interruption, 
on adequate security being given by said Company to the 
landholder to pay such damages as shall be assessed in man¬ 
ner aforesaid: And provided also, that it do not interfere 
with the house, mill, or other building, or yard enclosure of 
individuals : Provided, that nothing in the above section 
shall be so construed as to authorize the appraiser to make 
an estimate or valuation by which the landholder shall become 
indebted to the incorporation : Provided, five days’ notice 
shall be given to the owner of such land of the time and place 
of trial. 


A BILL 

TO AMEND AN ACT, ENTITLED U AN ACT TO CHARTER THE PORT 
ROYAL RAIL-ROAD COMPANY,” RATIFIED DECEMBER TWENTY- 
FIRST, A. D. ONE THOUSAND EIGHT HUNDRED AND FIFTY-SEYEN. 

Be it enacted by the Senate and Rouse of Representatives 
of the State of South Carolina , now met and sitting in Gen¬ 
eral Assembly , and by the authority of the same: 

Section 1 . That Section five of an act, entitled “ An Act 
to charter the Port Royal Rail-Road Company,” ratified 
December twenty-first, A. D. one thousand eight hundred 
and fifty-seven, be, and the same is hereby amended by ad¬ 
ding thereto the following words : “And the said Port Royal 
Rail-Road Company shall have power to mortgage its 



36 


property and franchises, (including the privilege to be a cor¬ 
poration,) and issue bonds at such rates of interest, and upon 
such terms and conditions, and for such uses and purposes of 
said corporation, as the Board of Directors thereof may deem 
expedient. 

Sec. 2. That the time for the completion of said rail¬ 
road is hereby extended to August first, eighteen hundred 
and seventy-one: Provided, fifty miles are completed from 
the town of Beaufort, on or before January first, eighteen 
hundred and seventy-one; and when so completed the charter 
of said Company shall be deemed and held to be, and hereby 
is, extended for an additional period of fifty years : Provided, 
that the property of said corporation shall always be subject 
to taxation. 

Sec. 3. That all acts or parts of acts inconsistent with 
this act be and is hereby repealed. 


Approved February 20, 1870. 


BY-LAWS 


OF THE 

PORT ROYAL RAIL-ROAD COMPANY. 


1. There shall be an annual meeting of the stockholders of 
the Port Royal Rail-Road Company on the last Tuesday 
of April in each and every year, and each stockholder shall 
be entitled to vote, at every meeting, according to the scale 
established by law; but no stockholder shall be entitled 
to transfer his stock or to vote at any meeting until he has 
paid all the installments which maybe due on his stock ; and 
upon all questions relating to stock, the books of the Com¬ 
pany shall be conclusive evidence. 

2. At every annual meeting the Directors shall make a 
full report, in writing, of the state of the Company and of 
its affairs. 

3. Any number of stockholders who may represent a ma¬ 
jority of stock, shall be a quorum for the transaction of busi¬ 
ness at any meeting. 

4. Notice of every meeting of the stockholders shall be 
given by the direction for three weeks previous thereto, in 
such newspapers as the direction shall select. 

5. At every annual meeting of the stockholders, an elec, 
tion shall be held, by ballot, for a President and twelve 
Directors, to serve for one year from that day, and until 
another election: Provided, the present direction shall hold 
their respective offices until the second Wednesday in August 
next, and until another election. 

6. Should there be no election of President and Directors 


/ 



38 


at the annual meeting of the stockholders, the direction 
shall call another meeting for that purpose. 

7. No person but a bona fide stockholder in his own right, 
who has paid the installments called for on his stock, shall be 
eligible to the office of President or Director. 

8. A majority of the direction shall be a quorum for the 
transaction of business at any meeting of the Board. 

9. The President may, whenever he shall deem it necessary, 
call a meeting of the Board. 

10. The direction may, whenever they shall deem it neces¬ 
sary, call a meeting of the stockholders. 

11. The direction shall appoint a Secretary and Treasurer, 
who shall give a bond and security, in such an amount as 
they may require, for his fidelity, obedience and prompt sur¬ 
render and delivery of all moneys and property belonging to 
the Company, on the termination of his office by resignation, 
removal or otherwise. It shall be his duty to make and pre¬ 
serve regular minutes of all the acts done, as well as the 
meetings of the stockholders as of the direction ; and shall re¬ 
port to the direction, at each regular meeting, and oftener if 
required, all receipts and payments on account of the Com¬ 
pany, and of all assets in his hands. 

12. The direction shall appoint a Chief Engineer, in whom 
the appointing power to office, in his department, shall be 
vested, subject to the confirmation of the direction. And all 
other officers or agents shall be appointed by the direction, 
to be removed at their pleasure. 

13. In the absence of the President, one of the Directors 
may be appointed, by a majority of the Board, President for 
the time. 

14. In the event of a vacancy in the Presidency, the Direc¬ 
tors shall elect a President, to continue in office until the 
next annual meeting of, and an election by, the stockholders. 

15. In the event of a vacancy or vacancies among the 
Directors, the Board shall fill the same by appointment of a 
person or persons, to continue in office until the next annual 
meeting of, and an election by, the stockholders. 


39 


16. The direction shall have power to make all such rules 
and regulations as shall not be inconsistent with the law of 
the land, and to alter and amend the by-laws of the Com¬ 
pany : Provided, that notice of any proposed alteration or 
amendment be given at one meeting, and acted on at the 
next; and that all such alterations and amendments be report¬ 
ed to the stockholders at their next meeting for their appro¬ 
val or rejection. 

17. The direction shall have all the powers vested in the 
Company by their charter, in relation to the location, con¬ 
struction, management and protection of the Port Royal 
Rail-Road. 

18. All contracts shall be made under the authority of the 
direction. 

19. All demands against the Company, certified by the 
officer authorized to contract, and approved by the President, 
shall be paid by the Secretary and Treasurer. 

20. The direction shall not make any application to any 
legislature for any alteration or amendment of, or addition 
to, the charter of the Company, without the sanction of such 
a number of the stockholders as shall represent a majority of 
the stock at a meeting of the Company. 


FORM OF MORTGAGE. 


This Indenture, made this 21st day of October, 1869, 
between “ The Port Royal Rail-Road Company,” a corpora¬ 
tion created by and existing under the laws of the States of 
South Carolina and Georgia, party of the first part, and 
“ The Union Trust Company of New-York,” a corporation 
duly organized under the laws of the State of New-York, 
party of the second part, witnesseth : 

Whereas, The party of the first part, under and by virtue 
of the various acts of the legislatures of the States of South 
Carolina and Georgia hereinafter by name mentioned, 
to wit: An act of the legislature of the State of South 
Carolina, entitled “ An act to charter 4 The Port Royal Rail¬ 
road Company,’” approved on the twenty-first day of 
December, A. D. one thousand eight hundred and fifty- 
seven, and an act of the legislature of the State of Georgia, 
entitled 44 An act to charter 4 The Port Royal Rail-Road 
Company, 5 ” approved on the nineteenth day of December, 
A. D. one thousand eight hundred and fifty-nine, has become 
and is entitled to certain valuable lands, property, franchises 
and rights of way, including the right to survey, locate, con¬ 
struct, maintain, use and operate, and at pleasure to alter 
the plan or plans thereof, as they shall see fit, a rail-road, 
with one or more tracks, or lines of rails, connecting the 
waters of Port Royal harbor, in the neighborhood of 
Beaufort, in the State of South Carolina, with the City of 
Augusta, in the State of Georgia, passing near the Salca- 
hatchie Bridge, and also including the right to construct 
all proper stations, depots, turn-outs, engines, cars and other 
appurtenances of a rail-road ; and in like manner to have 
power and capacity to purchase, take and hold, in fee 



41 


simple, or for years, to them and their successors, any 
lands, tenements or hereditaments that they may find 
necessary for the site, on and along which to run, locate 
and establish the rail-road aforesaid ; and in like manner 
to purchase, take and hold any land contiguous to or in the 
vicinity of said rail-road, that the said Company may find 
necessary for the procuring, from time to time, of all proper 
materials of what kind soever for constructing, repairing, 
grading and sustaining the said rail-road ; and in like man¬ 
ner to purchase all private rights of way or water courses 
that may lie on or across the route along which the said rail¬ 
road may pass, and also all land contiguous thereto that may 
be found necessary for the erecting of toll houses, work¬ 
shops, barns, stables, residences and accommodations for 
servants, agents and mechanics, and for stabling and main¬ 
taining all animals of labor : 

And whereas, the legislature of the State of South 
Carolina, by its acts, entitled “ An act to charter 4 The 
Port Royal Rail-Road Company,’ ” and the twelfth section 
of an act, entitled “ An act to authorize the formation of 1 The 
Spartanburg and Union Rail-Road Company,’ ” having vested 
in the party of the first part all lands not heretofore granted 
to any person, nor appropriated by law to the use of the 
said State of South Carolina, within one mile from the 
centre of the main track of the said rail-road, so long as the 
same may be used for the purpose of said road: 

And whereas, the said “ The Port Royal Rail-Road Com¬ 
pany ” is authorized by law to borrow the moneys it may 
deem necessary for the construction, equipment, completion 
and maintaining of the road, which it is authorized to build 
and maintain between Port Royal harbor, in the State of 
South Carolina, and the City of Augusta, in the State of 
Georgia, and to mortgage its corporate property and fran¬ 
chises, or convey the same by deed of trust, to secure the 
payment of any debt so contracted : 


42 


And whereas, the said “ The Port Royal Rail-Road Com¬ 
pany ” has. resolved and determined to negotiate and pro¬ 
cure a loan to the amount of two million five hundred 
thousand dollars, and has authorized its President, Treasurer 
and Secretary to make and execute a mortgage or deed of 
trust of the same tenor as these presents, and to that end to 
make, execute and deliver its bonds, payable to bearer, to 
be secured by a mortgage and conveyance in trust of and 
upon the said rail-road and its appendages, and the franchises, 
income, rights, lands, real estate and property of said cor¬ 
poration, now possessed or hereafter to be acquired by it, to 
negotiate, sell and dispose of such bonds for the purpose 
herein specified, that is to say, two thousand five hundred 
bonds of the denomination of one thousand dollars, or of two 
hundred pounds sterling, each, to be numbered from one 
(1) to two thousand five hundred, (2,500,) inclusive, each of 
said bonds to bear date November 1st, eighteen hundred and 
sixty-nine, and to provide for the payment of the principal 
thereof, at the agency of the Company in the City of New- 
York or in the City of London, on the first day of November, 
in the year one thousand eight hundred and eighty-nine, and 
for the payment of interest on such principal, at the rate of 
seven per centum per annum, payable semi-annually, at either 
of the agencies of the Company aforesaid, on the presentation 
of the interest warrants or coupons to be attached to each 
bond; the said bonds to stand equally and ratably secured 
hereby, without any preference whatever arising from time 
of issue or otherwise, to be issued as required for the purposes 
aforesaid, and each duly so executed by and under the seal 
of the party of the first part hereto, signed and attested by its 
President, Treasurer and Secretary, and the coupons or 
interest warrants to be authenticated by or with the name 
of said Secretary. Each of said bonds, upon being so signed* 
sealed, executed and authenticated, to be delivered to the 
party of the second part, who shall countersign or certify the 
same, which countersigning or certifying shall be conclusive 
proof that the said bond is secured by this Indenture, and 


43 


each of the said bonds to be of the following form and tenor, 
to wit: 


$1,000. United States of America. £200. 

STATES OF SOUTH CAROLINA AND GEORGIA. 

The Port Poyal Pail-Road Company's First Mortgage 
Sinking Fund Convertible Bond , Principal and Interest 
Payable in Gold , Free of Government Tax. 

Know all men by these presents, that the Port Royal 
Rail-Road Company hereby acknowledges itself indebted, for 
value received, to the Union Trust Company of New-York, 
or bearer, in the sum of one thousand dollars, in United 
States gold coin at par, to be paid to the agency of the said 
rail-road company, in the City of New-York, or the sum of 
two hundred pounds sterling, to be paid at the agency of the 
said rail-road company, in the City of London, England, at 
the option of the holder hereof, on the first day of November, 
1889, with interest at the rate of seven per centum per 
annum, in gold coin as aforesaid, free from any Government 
tax, at such agency, in the City of New-York or in the 
City of London, on the first day of May and the first day of 
November, in each year, until the said principal shall be 
fully paid, on the presentation of the annexed coupons, as they 
respectively become due. This bond is one of a series of two 
thousand five hundred similar bonds, numbered from one to 
two thousand five hundred, inclusive, all of like amount, 
tenor and date, and secured by a deed of trust to the 
Union Trust Company of New-York, dated the 21st day of 
October, eighteen hundred and sixty-nine, and conveying 
to said trustee the entire rail-road of this Company, situate 
and located between the harbor of Port R>val, in the 
State of South Carolina, and the City of Augusta, in the 
State of Georgia, together with all the property, rights, 
privileges and franchises in said deed of trust described. 

And it is hereby expressly agreed by the said rail-road 


44 


Company with each and every holder of this bond, that in 
case of. the non-payment of any interest coupon hereto 
attached, if such default shall continue for six months after 
maturity and demand of payment, or in case of the non¬ 
payment of any installment required to be paid into the 
sinking fund provided for by the said deed of trust, if such 
default shall continue for six months after such installment 
shall have become payable, then, and in either case, the 
principal of this bond shall become due in the manner pro¬ 
vided in the deed of trust; and the said Company hereby 
expressly waives the benefit of every extension, stay or ap¬ 
praisement law, which has been, or may hereafter be, enacted. 

This bond may, at any time, be converted by the holder 
thereof into the capital stock of this Company, at par, upon 
the surrender of this bond, with all the unpaid coupons 
thereto attached. 

This bond shall pass by delivery or by transfer on the 
books of the Fort Royal Rail-Road Company, in the City of 
New-York, after a registration of ownership certified hereon 
by the transfer agent. No transfer, except on the books of 
the Company, shall be valid, unless the last transfer be to 
bearer, which shall restore transferability by delivery, and it 
shall continue subject to successive registrations and transfers 
to bearer as aforesaid, at the option of the holder. 

This bond shall not become obligatory unless the certifi¬ 
cate endorsed hereon is signed by the authorized officer of 
the said Union Trust Company of New-York. 

In witness whereof, the said “ The Fort Royal Rail-Road 
Company” has caused its corporate seal to be hereto affixed, 
and these presents to be signed by its President and Treas¬ 
urer, and countersigned by its Secretary, on the day of 

A. D. 1869. 

[l. s.] Stephen C. Millett, President . 

W. C. Bellows, Treasurer. 

Countersigned. 

W. C. Bellows, Secretary. 


45 


trustee’s certificate. 

The Union Trust Company of New-York hereby certifies 
that this is one of a series of two thousand five hundred 
bonds, referred to in the within mentioned deed of trust. 

The Union Trust Company of New-York, 

By President . 

To each of which bonds there is attached forty interest 
coupons, numbered from one to forty, inclusive, in the follow¬ 
ing form: 

$35. The Port Royal Rail-Boad Company $7. 

Will pay the bearer Thirty-Five Dollars in coin, at its agency 
in the City of New-York, or, at his option, seven pounds 
sterling at its agency in London, on May 1st, 18 , interest 

on bond No. (1) one. 

W. C. Bellows, Secretary. 

And on the reverse of every such bond an endorsement as 
follows: 

United States of America. States of South Carolina and 
Georgia. The Port Royal Rail-Road Company’s Seven per 
cent. Gold Bond, No. $1,000. Interest payable in 

gold coin of the United States in the City of New-York, or 
in English sterling currency in the City of London, at the 
option of the holder, on the first day of May and the first 
day of November, in each year, free of government tax. 

To each of which bonds there is affixed a United States 
Internal Revenue stamp, of the value of one dollar and ten 
cents. 

Now this indenture witnesseth, that the party of the first 
part, in consideration of the premises, and of one dollar to 
it in hand paid, the receipt of which is hereby acknowledged, 
and in order to secure the payment of the principal and in¬ 
terest of the bonds aforesaid, issued or to be issued as herein 


46 


recited and provided, and each and every part of said prin¬ 
cipal and interest as the same shall become due and payable, 
according to the tenor of said bonds,, and of the coupons or 
interest warrants thereto attached, has granted, bargained, 
sold, assigned, set over, released, conveyed and confirmed, 
aud by these presents does grant, bargain, sell, assign, set 
over, release and confirm, unto the party of the second part, 
and its successor or successors or continuing trustee in the 
trust hereby created, all the right, title, interest, claim or 
demand whatsoever, which the party of the first part now has, 
or which it shall at any time hereafter acquire or become 
entitled to in and by said aforementioned acts of the legis¬ 
latures of the States of South Carolina and Georgia; also all 
and singular the rail-road of the party of the first part, con¬ 
structed or to be constructed upon or over the line or route 
hereinbefore designated, that is to say, from the waters of 
Port Royal Harbor, in the neighborhood of Beaufort, to the 
City of Augusta, in the State of Georgia, passing near the 
Salcahatcliie Bridge; and also all the lands, tenements and 
hereditaments acquired or appropriated, or which may here¬ 
after be acquired or appropriated, for the purpose of a right 
of way for said rail-road, and all the easements and appur¬ 
tenances thereunto belonging or in any wise appertaining; 
and all railways, wa} T s and rights of way, depot grounds and 
other lands, all tracks, bridges, viaducts, culverts, fences and 
other structures, all depots, station-houses, engine-houses, 
car-houses, freight-houses, wood-houses, warehouses, machine- 
shops, work-shops, superstructures, erections and fixtures, 
whether now held or hereafter at any time to be acquired for 
the use of the said rail-road, and lying and being in the 
counties of Beaufort, Barnwell and Edgefield, in the State 
of South Carolina, and the county of Richmond, in the State 
of Georgia, together with all locomotives, tenders, cars and 
other rolling stock or equipments, and all machinery, tools, 
implements, fuel and materials for the constructing, operat¬ 
ing, repairing or replacing said rail-road or any part thereof, 
or convenient or necessary for use in connection therewith, 


47 


together with all franchises connected with or relating to 
said rail-road, or the construction, maintenance or use thereof, 
now held or hereafter to be acquired by the party of the first 
part, and all corporate franchises of any nature, including 
the franchise to be a corporation, which are now or may 
hereafter be possessed or exercised by the party of the first 
part; together with all and singular the endowments, in¬ 
come and advantages, to the above mentioned lands, rail-road 
or property belonging or in any way appertaining, and the 
reversion and reversions, remainder and remainders, tolls, 
incomes, rents, issues and profits thereof, and also all the 
estate, right, title, interest, property, possession, claim and 
demand whatsoever, as well in law as in equity, present or 
prospective, of the said party of the first part, in and to the 
same, and every part and parcel thereof, with the appurte¬ 
nances; subject, nevertheless, to the provisions of the several 
acts of the legislatures of the States of South Carolina and 
Georgia, as aforesaid. 

To have and to hold the same, unto the said party of the 
second part, its successor or successors, assign or assigns, to 
the only proper use, benefit and behoof of the party of the 
second part, its successor or successors, assign or assigns ; in 
trust , nevertheless, for the uses and purposes hereinafter de¬ 
clared and expressed, to wit: 

Article First. —Until default shall be made in the pay¬ 
ment of the principal or interest of the said bonds, or of 
some of them, or until default shall be made in respect to 
something herein required to be done or kept by the party 
of the first part, the said The Fort Royal Rail-Road Com¬ 
pany shall be suffered and permitted to possess, manage, 
operate, use and enjoy the said rail-road, with its equipments 
and appurtenances, and to take and use the rents, incomes, 
profits, issues and tolls thereof, in the same manner and with 
the same effect as if this indenture had not been made. 

Article Second. —In case default shall be made in the pay- 


48 


ment of any of the interest warrants or coupons annexed to 
any of the said bonds, according to the tenor thereof, or in 
any payment required to be made into the sinking fund, as 
hereinafter provided ; or in the doing or performing of any 
thing herein required to he done or performed by the party 
of the first part; and in case such default shall continue for 
a period of six months, then and in that case it shall be law¬ 
ful for the party of the second part, by its duly authorized 
officer, agent or attorney, to enter into and upon all and sin¬ 
gular the premises hereby conveyed, and to have, hold and 
use the same, under such superintendent, manager, receiver, 
agent or agents, attorney or attorneys, as the party of the 
second part may select to conduct the business of said rail¬ 
road, and to exercise the franchises pertaining thereto, and 
to make, from time to time, all repairs, replacements, addi¬ 
tions and improvements thereto as may seem judicious, and 
to collect all earnings, dues, freights, incomes, rents, tolls, 
issues and profits of the same, and of every part thereof; and 
after deducting the expenses of operating the said road and 
of conducting the business thereof, and all of the said re¬ 
pairs, replacements, additions and improvements, and of all 
taxes, assessments or liens upon the said premises, or any 
part thereof, prior to the lien of these presents, to apply the 
money arising as aforesaid to the payment of the interest in 
the order in which such interest shall have become due, 
ratably to the persons holding the coupons or interest war¬ 
rants evidencing the right to such interest, and after paying all 
interest which shall have become due to the payment of any 
installment or balance due and payable to the sinking fund 
hereinafter established; and after paying all such past due 
interest, and all installments or balances due the sinking 
fund, to apply the same to the satisfaction of the principal 
of the aforesaid bonds which may be at that time unpaid, 
ratably and without discrimination or preference; and 
any bondholders on any default herein mentioned may insti¬ 
tute a suit for his bonds, and shall, according to the ordinary 
practice of tribunals of equity, be entitled to have a receiver 


57 


the proceeds of said bonds shall at all times be faithfully ap¬ 
plied to the uses and purposes herein specified, and to no 
other purposes whatever. 

Article Fifteenth. —If the party of the first part shall 
well and truly pay the sums of money herein required to be 
paid by the said party of the first part, and all the interest 
thereon, at the times and in the manner herein specified, and 
shall well and truly keep and perform all the things herein 
required to be kept and performed by the said party of the 
first part, according to the true intent and meaning of these 
presents, then, and in that case, the estate, right, title and in¬ 
terest of the said parties of the second part, and of their suc¬ 
cessors in the trust hereby created, shall cease, determine and 
become void, otherwise the same shall be and remain in full 
force and virtue. 

In testimony whereof, the said “ The Port Royal Rail-Road 
Company,” party of the first part, has caused its corporate 
seal to be hereto affixed, and these presents to be attested by 
the signatures of its President, Treasurer and Secretary, and 
the party of the second part, the said “ The Union Trust 
Company of New-York,” has caused its corporate seal to be 
hereto affixed, and the same to be attested by its President, 
to signify its acceptance of the said trust, on the day and 
year first above written. 

I certify that the preceding is a true transcript of the First 
Mortgage Trust Deed from “The Port Royal Rail-Road 
Company” to “ The Union Trust Company of Hew-York.” 

W. C. Bellows, 
Secretary . 

Attest: 

Stephen C. Millett. 


5 




49 


appointed to operate said road, and receive and dispose of its 
earnings for the benefit of the bondholders. 

Article Third. —In case default shall be made as afore¬ 
said, and shall continue as aforesaid, it shall likewise be law¬ 
ful for the party of the second part, after entry as aforesaid, 
or without entry, on the written request of the holders of 
two-thirds of the bonds issued hereunder, to sell and dispose 
of the premises hereby conveyed, at public auction, in the 
City of New-York, or in the City of Port Royal, or in such 
place as the said party of the second part may designate, 
having first given notice of the place and the time of such 
sale, by advertisement published not less than once a week 
for six months, in one or more newspapers published respect¬ 
ively in the City of New-York and in said cities of Port 
Royal and Augusta, and to adjourn the sale from time to 
time, by announcement at the time and place advertised, 
without other notice, and to make and deliver to the pur¬ 
chaser or purchasers thereof a good and sufficient deed or 
deeds in fee simple; which sale, made as aforesaid, shall be 
a perpetual bar, both in law and equity, against the party of 
the first part, and all other persons lawfully claiming the 
said lands, premises or property, or any part thereof, by, 
from, through or under it, and after deducting from the pro¬ 
ceeds of such sale all just allowances for all expenses of such 
sale, including attorneys’ and counsel’s fees, and all other 
expenses advanced, or liabilities which may have been made 
or incurred by the said trustees in operating the said rail¬ 
road, and all payments which may have been made by them 
for taxes and assessments, and for charges and liens prior to 
the lien of these presents, if any, upon the said lands, prem¬ 
ises and property, or any part thereof, as well as compensa¬ 
tion for their services, to apply the said proceeds to the pay¬ 
ment of the principal of such of the aforesaid bonds as may 
be at that time unpaid, whether or not the same shall have 
previously become due, and of the interest which at that 
time shall have accrued on the said principal and be unpaid, 

4 


50 


without discrimination or preference, but ratably to the ag¬ 
gregate amount of such unpaid principal and accrued inter¬ 
est, and after satisfaction thereof to pay over the surplus of 
such proceeds as shall remain to the said party of the first 
part, or to such other parties as may then be entitled to receive 
the same; and it is hereby declared that the receipt or re¬ 
ceipts of the said trustees shall be a sufficient discharge to 
the purchaser or purchasers of the said lands, premises and 
property, or of any part thereof, for his or their purchase 
money, and that such purchaser or purchasers, his or their 
heirs, executors or administrators, shall not, after payment 
thereof, having such receipt, be liable to see that such 
purchase money is applied upon or for the trusts or purposes 
of these presents, or be in any manner whatsoever liable or 
answerable for any loss, misapplication or non-application of 
such purchase money, or any part thereof, or be obliged to 
inquire into the necessity, expediency or authority of or for 
any such sale ; and it is expressly stipulated and understood, 
that at any sale as aforesaid, whether under the power herein 
granted or by judicial authority, the party of the second part 
may bid for and purchase the lands, premises or property so 
sold, or any part thereof, in behalf of the holders of the 
bonds secured by this instrument and then outstanding, in 
proportion to the respective interest of such bondholder. 

Article Fourth. —In case default shallbe made in the pay¬ 
ment of any half-year’s interest on any of the aforesaid 
bonds, according to the tenor of the coupons annexed thereto, 
and if such default shall continue for the period of six 
months after such coupons shall have become due and paya¬ 
ble, and payment thereof shall have been demanded, then 
the principal of all of the bonds secured hereby, if the holders 
of five hundred thousand dollars in the aggregate of said 
bonds shall so direct in writing, before the interest so in ar¬ 
rears has been paid, shall be declared by the party of the 
second part to be immediately due and payable, and there¬ 
upon the same shall become due and payable ; and by a like 


/ 




51 


direction in writing by a majority in interest of all the 
holders of the bonds secured hereby, all said bonds shall in 
like manner be declared due and payable, and thereupon the 
same shall become due and payable, any thing contained in 
the said bonds or herein to the contrary notwithstanding. 

Article Fifth.— At the end of every six months, the first 
such period commencing on the first day of August, A. D. 
one thousand eight hundred and seventy-five, the sum of five 
thousand dollars shall be reserved by the said party of the 
first part, and within sixty days thereafter be paid over to the 
trustee as a sinking fund for the redemption of the bonds 
secured by these presents. The trustee shall at once deposit 
the said surplus so paid over to him in the United States 
Trust Company, or in some other depository, in the City of 
New-York; and the said moneys, together with all accumu¬ 
lations of interest thereon which may actually come within 
the disposal of the trustee, shall be invested by the said 
trustee in the purchase of the bonds secured by these presents, 
provided the same can be procured at a rate not exceeding 
ten per centum above the par of the said bonds, with the 
interest accrued thereon, and the bonds so purchased shall be 
deposited with the said Trust Company, or in such other de¬ 
pository as the trustee shall deem safe, and be immediately 
registered, stamped or endorsed, as belonging to the said sink¬ 
ing fund, but shall remain in force, and the interest thereon 
shall continue to be paid by the said party of the first part, 
and the amount of such interest shall be added and supplied 
as a part of the capital of the sinking fund hereby established, 
and be invested in the purchase of other bonds, in the same 
manner as the semi-annual payments of five thousand dollars 
herein above provided for. And preparatory to such pur¬ 
chase of bonds, the trustee shall give ten days’ notice in one 
or more of the daily newspapers published in the City of New- 
York, and shall make the said purchase at the lowest price or 
prices at which the bonds may be offered pursuant to such 
notice, or at such low price at which the trustee may be able 




52 


to procure the same, but not in any ease exceeding the rate of 
ten per centum above the par value and interest of the said 
bonds. And in case the said bonds cannot be purchased at 
such rate within three months after the expiration of the 
notice aforesaid, then the said money shall be invested in such 
manner as the trustee may deem proper, provided, neverthe¬ 
less, that it shall be at all times competent for the party of 
the first part, and the holders of the bonds secured hereby, 
acting by a majority in interest, to enter into any new' agree¬ 
ment, which they may deem necessary or proper for the 
modification of the sinking fund hereby established, or the 
regulation of investments under the same. 

Meetings of the holders of the bonds, secured by this in¬ 
strument, may be called by the party of the second part, or 
in such other mode as may be fixed by regulations prescribed 
or established as hereinafter provided, and the bondholders 
may vote thereat either in person or by proxy, and the 
quorum may be defined, and such other regulation or by-laws 
in respect to such. meetings may be, from time to time, 
established, altered or repealed by the bondholders acting by 
a majority in interest, as to them shall seem expedient. 
And until the bondholders shall act, such powers may be 
temporarily exercised by the trustee. 

The trustee shall have a right to require, at its option, that 
any act or resolution of the said bondholders affecting the 
duties of the trustee or the interest of the trust hereby created, 
shall be authenticated by the signatures of all the persons 
assenting thereto, as well as by a minute of the proceedings 
of any such meeting. 

Article Sixth.— The said party of the first part shall, from 
time to time, and at all times hereafter, and as often as there¬ 
unto requested by the trustee, make, execute and deliver, 
unto the party of the second part, all such further deeds, 
conveyances and assurances in the law, for the better assuring 
unto the said party of the second part, and its .successor or 
successors in the trust hereby created, and upon the trusts 


53 


herein expressed, the lands, premises, property, roadway, 
equipments and appurtenances hereinbefore mentioned and 
referred to, or intended so to be, and all other property and 
things whatsoever, which may be hereafter acquired in aid of 
or for use in connection with the same, or any part thereof, 
and all franchises now held or hereafter acquired, including 
the franchise to be a corporation, as by the trustee, or by its 
counsel learned in the law, shall be reasonably devised, ad¬ 
vised or required ; and the party of the first part shall fur¬ 
nish to the trustee from time to time, upon his reasonable 
request in writing, a full and true inventory of all the mov¬ 
able property appertaining to the said rail-road, and the 
operation thereof, and which is transferred, or agreed, or 
intended to be transferred, by this indenture; but no default 
to demand or to furnish such inventory shall impair the 
operation of this indenture upon any or all of the property 
herein agreed to be transferred, or intended to be transferred. 

Article Seventh. —The trustees shall have full power in 
its discretion, and upon the written request of the parties 
of the first part, to convey by release or otherwise, to the 
persons designated by the party of the first part, the whole 
or any part of any lands acquired or held or used for the 
purpose of stations, depots, shops or other buildings or erec¬ 
tions, or the uses connected therewith, and shall also have 
power to convey as aforesaid, on like request, any lands or 
property, which, in the judgment of the trustee, shall not be 
necessary for use in connection with the said rail-road, or 
which may have been held for a supply of fuel, gravel or other 
material, and also to convey as aforesaid, on like request, any 
lands not occupied by the track, or which may become disused 
by reason of a change of the location of any station, house, 
depot, shop or other building connected with the said rail¬ 
road, and such lands occupied by the track and adjacent to 
such station, house, depot, shop or other building, as the said 
Company may deem it expedient to disuse or abandon by 
reason of such change, and to make such other changes in 


54 


the location of the track or depot, or other buildings, as in 
their judgment shall have become expedient, and to make 
and deliver the conveyances necessary to carry the same into 
effect; but any lands which may be acquired for permanent 
use, in substitution for any so released, shall be conveyed to 
the trustee, upon the trusts of these presents; and the trustee 
shall also have full power to allow the said Company from 
time to time to dispose of, according to their discretion, such 
portions of the equipments, machinery and implements, at 
any time held or acquired for the use of the said rail-road, 
as may have become unfit for such use, replacing the same 
by new, which shall be conveyed to the trustee, or be other¬ 
wise made subject to the operation of these presents. 

Article Eighth.— The said party of the first part shall at 
all' times hereafter keep at its office or agency in the City of 
New-York, transfer books for the transfer of the bonds afore¬ 
said, and for the transfer of the stock of the said Company. 

Article Ninth.— It is hereby declared and agreed, that it 
shall be the duty of the trustee to exercise the power of entry 
hereby granted and conferred, or the power of sale hereby 
granted, conferred and delegated, or both; or to institute 
appropriate legal proceedings to enforce the rights of the 
bondholders under these presents, upon the requisition in 
writing, as hereinafter specified, as applicable to the several 
cases of default, in the manner and subject to the qualifica¬ 
tions hereinafter provided, as follows, to wit: 

First. If the default be as to interest or principal of any 
bonds, such requisition upon the said trustee shall be by 
holders of not less than five hundred thousand dollars in the 
aggregate amount of the said bonds, and upon such requisi¬ 
tion, and a proper indemnification by the persons making 
the same to the trustee against the cost and expenses to be by 
them incurred, it shall be the duty of the trustee to enforce 
the rights of the bondholders under these presents, by entry, 


55 


sale or legal proceedings, as they, being advised by counsel 
learned in the law, shall deem most expedient for the in¬ 
terest of all the holders of the said bonds. 

Second. If the default be in respect to any payment into 
the sinking fund hereinbefore established, or be in the omis¬ 
sion of any act or thing acquired by these presents for the 
further assuring of the title of the trustee to any property or 
franchise now possessed or hereafter acquired, or in any 
other provision herein contained, to be performed or kept by 
the said Company, then, and in either of such cases, the re¬ 
quisition shall be as aforesaid ; but it shall be within the 
discretion of the trustee to enforce or waive the rights of the 
bondholders by reason of such default, subject to the power 
hereby declared of a majority in interest of the holders of 
said bonds, by requisition, in writing, or by a vote at a meet¬ 
ing duly held, to instruct the said trustee to waive such 
default, or upon adequate indemnity as aforesaid, to enforce 
their rights by reason thereof: Provided, that no action of 
the said trustee or bondholders, or both, in waiving such 
default, shall extend or be taken to affect any subsequent 
default, or to impair the rights resulting therefrom. 

Article Tenth.— It is mutually agreed by and between 
the parties hereto, that the word “ trustee,” as used in these 
presents, or the expression, “said trustee,” as so used, shall 
be construed to mean the trustee for the time being; and 
whenever any vacancy may be created, a majority of the 
bondholders interested shall have the right to appoint a suc¬ 
cessor or continuing trustee, and the acceptance of such ap¬ 
pointment, in writing, shall immediately, and by effect of 
such written appointment and acceptance, vest in said new 
trustee all the estate, rights, property and interests hereby 
conveyed, as fully and completely as if he had been herein 
named as the party of the second part. 

Article Eleventh. —And it is further mutually agreed by 


f 



LIBRARY OF CONGRESS 



and between the parties hereto, and it is hereby declared to 
be a condition upon which the party of the second part has 
consented hereto, that the said trustee shall not be held 
responsible for any act, default or misconduct of any agent 
or person employed by it in good faith; nor shall it be an¬ 
swerable except for its own wilful default or misconduct; 
and in case said trustee shall go into possession of the said 
mortgaged premises, and operate the same as hereinbefore 
provided, it shall be indemnified out of the bonds and pro¬ 
perty which shall come into its hands as aforesaid, for all 
claims and demands against it, arising from the negligence, 
carelessness or misconduct of its employees; and in all cases 
said trustee shall be authorized to pay such reasonable com¬ 
pensation as it shall deem proper to all the attorneys, ser¬ 
vants and agents it may reasonably employ in the manage¬ 
ment of its trust. 

Article Twelfth.— It is mutually agreed by and between 
the parties hereto, that at all times until the said* bonds shall 
be fully paid, with the interest due and to grow due thereon, 
the party of the first part will permit the trustee, its agent or 
attorney for that purpose appointed and authorized, to in¬ 
spect all the books of account of the party of the first part, 
and to take such extracts therefrom as the said party of the 
second part shall direct. 

Article Thirteenth.— The party of the first part, in con¬ 
sideration of the premises, and of one dollar to it in hand 
paid, the receipt whereof is hereby acknowledged, further 
covenants and agrees with the party of the second part, to 
keep open an office or agency in the City of New-York, for 
the payment of the principal and interest of the bonds hereby 
secured, as the same shall become payable, and for the trans¬ 
fer and voting registrations of such bonds. 

Article Fourteenth. —The party of the first part further 
covenants and agrees with the party of the second part, that 



























